NG KIT MING v. THE REGISTRAR OF COMPANIES AND OTHERS

HCMP 2035/2024

[2025] HKCFI 883

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 2035 OF 2024

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JUDGMENT

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A.  INTRODUCTION

1.  This is the substantive hearing for the Originating Summons dated 14 October 2024 (“OS”) issued by the plaintiff Ng Kit Ming (“P”), a shareholder of Miron Concept Limited (“Company”), against three defendants, namely (i) the Registrar of Companies (“Registrar”), (ii) the Company, and (iii) Chow Wing Man (“Mr Chow”) (also a shareholder of the Company), whereby P seeks inter alia the following reliefs under section 42 of the Companies Ordinance (Cap. 622) (“CO”):

(a)  A declaration that (i) the Notice of Change of Company Secretary and Director (ND2A) dated 29 July 2024 (“2024 1^st ND2A”), (ii) the Return of Allotment (NSC1) dated 1 August 2024 (“2024 NSC1”), and (iii) the Notice of Change of Company Secretary and Director (ND2A) dated 8 August 2024 (“2024 2^nd ND2A”) (collectively “Disputed Documents”), are null and void and of no legal effect;

(b)  An order that the 2024 1^st ND2A, 2024 NSC1 and 2024 2^nd ND2A be expunged and/or otherwise removed by the Companies Registry (“CR”); and

(c)  An injunction restraining Mr Chow from claiming to be a director of a Company and submitting documents for filing at the CR for the Company.

2.  The three Disputed Documents were all signed and submitted by Mr Chow, and their purported contents and current status are as follows:

Form	Purported Contents	Status
2024 1st ND2A (dated 29 July 2024)	(i) Cessation of P as director and company secretary on 29 July 2024   (ii) appointment of Mr Chow as director and company secretary on 29 July 2024	Registered
2024 NSC1 (dated 30 July 2024 and filed on 1 August 2024)	Allotment of 30,000 shares to Mr Chow	Withheld from registration
2024 2nd ND2A (dated 8 August 2024)	(i) Cessation of Au Tze Pui (“Mr Au”) as director on 8 August 2024   (ii) appointment of Yu Shing Po (“Mr Yu”) as director	Withheld from registration

3.  The Registrar takes a neutral stance to this application. Subject to that, the Registrar has filed two short statements. As noted by the Registrar, according to the public records of the Company, the relevant company particulars of the Company on the CR before the registration of the 2024 1^st ND2A were as follows:

	Particulars	Remarks
(a) Directors	P Mr Au
(b) Shareholders	P Mr Au Mr Chow	3,000 shares 3,000 shares 4,000 shares 10,000 shares
(c) Company Secretary	P

4.  Nevertheless, after the registration of the 2024 1^st ND2A, the companies particulars in respect of the Company on the CR have changed in that Mr Chow has replaced P as (i) one of the two directors of the Company and (ii) the company secretary of the Company.

5.  On the other hand, the 2024 NCS1 and the 2024 2^nd ND2A have been withheld from registration due to discrepancies. Since they have not been registered on the CR, the Registrar is of the view that section 42(1) of the CO does not apply to them. Nevertheless, in the event they are declared or held by the Court as null and void or of no effect or filed without the Company’s authority, the Registrar will accordingly refuse to register the same. On behalf of P, Ms Yu also agrees with such approach.

6.  As regards the Company, it is not legally represented, and it has not taken any active part in these proceedings.

7.  Turning to the shareholders of the Company, there are 3 of them including P, Mr Au and Mr Chow. Specifically:

(a)  P, a 30% shareholder, is the plaintiff under the OS.

(b)  P has the support of Mr Au, another 30% shareholder, who has filed his 1^st Affirmation on behalf of P (by way of reply to Mr Chow’s Affidavit in opposition).

(c)  Mr Chow, the remaining 40% shareholder, opposes the OS. Whilst Mr Chow indicated in the Acknowledgment of Service that he did not intend to contest the application, he has filed his affidavit in opposition. Mr Chow also clarified during the call-over hearing as well as the substantive oral hearing that he opposes the OS.

8.  In a nutshell, P says that Mr Chow was removed as director of the Company since 7 July 2023 (“2023 Removal”). Fundamentally, the Disputed Documents are unauthorized, as they were lodged by Mr Chow without the requisite approval of the events therein by a resolution passed by shareholders at a general meeting of the Company.

9.  On the other hand, Mr Chow opposes the OS primarily as he disputes the validity of the 2023 Removal and claims to be a majority shareholder of the Company by reason of an alleged sale and purchase of shares with P (“Alleged Sale”). However, during the oral hearing, Mr Chow said that the transfer of shares pursuant to the Alleged Sale has yet to be completed. Moreover, Mr Chow opposes the grant of injunction because, on his case, he has to remain a director of the Company in order to (i) deal with or approve the intended transfer of shares and (ii) act as a witness for prospective criminal proceedings.

10.  As discussed with Ms Yu for P and Mr Chow during the hearing, in the absence of any proceedings instituted by Mr Chow thus far to challenge the validity of the 2023 Removal or to enforce the Alleged Sale, it does not appear strictly necessary for the Court to determine these issues concerning the 2023 Removal and the Alleged Sale under the OS. This is particularly the case given that the parties have not put forth full evidence and submissions on these issues under the OS, not to mention the potential factual disputes which might render a summary procedure (like the OS itself) inappropriate. In my view, whilst these issues might form the subject matter of other litigation (if pursued), it suffices for present purposes to focus on the validity of the Disputed Documents themselves.

B.  BACKGROUND

11.  The Company was incorporated in Hong Kong on 4 May 2010 as a private company limited by shares with 10,000 ordinary shares of HK$1 each. According to the Annual Return signed and submitted by Mr Chow on 19 May 2023 (“2023 AR”), the issued shares were distributed as follows:

Name	Number of shares	Shareholding
Mr Chow	4,000	40%
Mr Au	3,000	30%
P	3,000	30%

12.  Prior to a general meeting of shareholders held on 7 July 2023 (“2023 GM”), P, Mr Au and Mr Chow were the directors of the Company and Mr Chow was the company secretary, as reported in the 2023 AR.

13.  Thereafter and as outlined in P’s Chronology (which is not seriously contested by Mr Chow with contemporaneous evidence):

(a)  On or around 1 June 2023, special notice was given by Mr Au to the Company to move the resolution to remove Mr Chow as a director;

(b)  On 8 June 2023, a board meeting was held proposing to pass the resolution at the forthcoming shareholders’ general meeting to be held on 7 July 2023;

(c)  On 7 July 2023, the 2023 GM was held. Both P and Mr Au attended the 2023 GM whilst Mr Chow was absent. A resolution was passed at the 2023 GM for removing Mr Chow as a director of the Company (i.e. the 2023 Removal).

14.  On 11 July 2023, the Form ND2A (“2023 ND2A”) was filed by the Company stating that Mr Chow had ceased to be a director and a company secretary of the Company since 7 July 2023, and that P had been appointed as company secretary of the Company since 7 July 2023.

15.  On 9 October 2023, the Company issued an announcement to its customers and suppliers stating that Mr Chow ceased to be a director of the Company since 7 July 2023 and could not represent the Company to do any business decision or activities.

16.  However, on 29 July 2024 (which is about 1 year after the 2023 Removal), Mr Chow signed and submitted the 2024 1^st ND2A which, as mentioned, was registered, and the effect of which is to represent to the public that Mr Chow has replaced P as a director and the company secretary of the Company since 29 July 2024.

17.  Shortly thereafter, on 1 August 2024, Mr Chow filed the 2024 NSC1 dated 30 July 2024 alleging that the Company allotted 30,000 new shares in favour of Mr Chow with cash consideration of HK$30,000. As mentioned, this has not been registered due to discrepancy therein.

18.  On 8 August 2024, Mr Chow filed the 2024 2^nd ND2A alleging that Mr Au had ceased to act as a director and that Mr Yu was appointed as a director of the Company.

19.  On 3 October 2024, P discovered the registration and the filing of the Disputed Documents and approached CR by email immediately thereafter.

20.  On 14 October 2024, P issued the OS herein against the Registrar, the Company and Mr Chow.

C.  RELEVANT PRINCIPLES

21.  The relevant legal principles are trite, and have been conveniently set out by Ms Yu on behalf of P.

22.  First of all, section 42 CO provides as follows: -

“42(1) The Court may, on application by any person, by order direct the Registrar to rectify any information on the Companies Register or to remove any information from it if the Court is satisfied that: -

(a) the information derives from anything that -

(i) is invalid or ineffective; or

(ii) has been done without the company’s authority; or

(b) the information –

(i) is factually inaccurate; or

(ii) derives from anything that is factually inaccurate or forged.

…

(4) The Court must not order the removal of any information from the Companies Register under subsection (1) unless it is satisfied that: -

(a) even if a document showing the rectification in question is registered, the continuing presence of the information on the Companies Register will cause material damage to the company; and

(b) the company’s interest in removing the information outweighs the interest of other persons in the information continuing to appear on the Companies Register.”

23.  Secondly, as summarised by the Hon Linda Chan J in Lohas Holding Ltd v Registrar of Companies [2022] 5 HKLRD 653, at §§18 and 33, the principle governing section 42 CO are as follows: -

“18. The principles governing an application under s.42 of the CO have been stated by Godfrey Lam J (as he then was) in Re China Nice Education Research Publishing Investment and Management Co Ltd [2016] 3 HKLRD 525, [15]–[20], and may be summarised as follows: -

(1) Section 42(4) prescribes and restricts how the court’s power to order removal of information may be exercised. Removal is to be ordered only if (a) the plaintiff has shown that registration of a document showing the rectification is not good enough; the continuing presence of the incorrect information will cause material damage to the company; and (b) the company’s interest in removing the information outweighs the interest of other persons in the information continuing to appear on the register.

(2) The fact that the information is incorrect, or relates to an invalid or ineffective transaction, or has been filed without proper authority of the company in question or that a document is a nullity or is one that should never have been registered, is not in itself a sufficient reason for removing it as opposed to rectifying it.

(3) The order made by the court is to be registered, so that the basis of the rectification (or removal) ought to be apparent from an inspection of the record.

…

It is not in dispute that the continuing presence of [the challenged documents] at the CR has caused material damage to the Company as third parties dealing with the Company in particular those in the Mainland are confused as to whether or not Chien is a director of the Company. It is in the interest of the Company to remove the [challenged document] from the CR.”

24.  Thirdly, Ms Yu has drawn my attention to sections 728 and 729 of CO which provide that the Court has jurisdiction to grant an injunction in conjunction with (among others) a contravention of CO or a default relating to a contravention of CO. Specifically, the Court may grant injunctive relief in an application under section 42 CO to restrain a defendant from claiming to be a director of the subject company.

25.  For instance, such injunction was granted in Cheer Holding Ltd v Cheung Kin Wah [2018] HKCFI 404 at §§57-64, 65(2). As remarked by the Hon Au-Yeung J at §§57-58, instead of principles applicable to interlocutory injunctions, the proper legal principle to apply is that the injury to be inflicted by the wrongdoer would be of such a character that the claimant could not practically be compensated in damages.

26.  At the hearing, I have discussed with Ms Yu the nature of such injunction. As I have pointed out, it would be in the nature of a permanent injunction. Having said that, Ms Yu has fairly pointed out that there are built-in exceptions in the orders of injunction sought on behalf of P, and she also accepts that such injunction should be subject to any further order of the Court. I will deal with this further below.

D.  ANALYSIS

D1.  2024 1^st ND2A

27.  According to the 2024 1^st ND2A, Mr Chow was appointed as director and company secretary of the Company in place of P since 29 July 2024.

28.  The starting point is that, prior to the registration of the 2024 1^st ND2A and according to the then available documents registered with the CR (including the 2023 ND2A), P and Mr Au were the only directors of the Company whilst Mr Chow ceased to be a director since 7 July 2023. Despite the stance taken by Mr Chow in his Affidavit and oral submissions, Mr Chow has not brought any proceedings to seek declaration of the invalidity of the 2023 Removal. Nor has he brought an application under section 42 CO for rectification or removal of the 2023 ND2A. As such and for the purpose of these proceedings, there is no good reason why the Court should not proceed on the basis that, immediately prior to the registration of the 2024 1^st ND2A, the only directors of the Company were P and Mr Au, whilst Mr Chow was not a director.

29.  Indeed, this is also consistent with the purported contents of the 2024 1^st ND2A which suggest that (i) P only ceased to be a director and company secretary on 29 July 2024 (but not earlier) and (ii) Mr Chow was appointed as director and company secretary of the Company on 29 July 2024. The 2024 1^st ND2A did not suggest that Mr Chow had been a director since 7 July 2023. For such reason, it is not strictly necessary to deal with Mr Chow’s allegation that the 2023 Removal is invalid. For the avoidance of doubt, this does not preclude Mr Chow from pursuing other proceedings as he may see fit but in the absence of these proceedings, the Court will proceed on the basis of the status quo immediately prior to the date of the 2024 1^st ND2A.

30.  On such basis, the focus is on the validity of the 2024 1^st ND2A. It is common ground that none of the following exists: (i) a board meeting and board resolution to convene a general meeting for the alleged removal and appointment; (ii) special notice for the alleged removal; (iii) general meeting and ordinary resolution passed at such meeting for the alleged removal and appointment. In these circumstances, it is plain that the alleged removal of P and appointment of Mr Chow under the 2024 1^st ND2A are invalid and without the Company’s authority.

31.  First, pursuant to section 462(1) CO, a company may by an ordinary resolution passed at a general meeting remove a director before the end of the director’s term of office, despite anything in its articles or in any agreement between it and the director. Similarly, Article 12(b) of the Articles of Association of the Company (“AA”) provides that the office of a director shall be vacated if the director is removed from office by an ordinary resolution of the members. Yet, no such resolution has been passed.

32.  Second, pursuant to section 462(4) CO, special notice is required of a resolution (i) to remove a director or (ii) to appoint somebody in place of a director so removed at the meeting at which the director is removed. Yet, no such special notice has been given.

33.  Third, there is no suggestion that any general meeting is ever convened and held (whether by request of a member under sections 566 and 567 of CO, or otherwise convened by the directors under Article 27 of the AA). In any case, given that P and Mr Au never attended any such meeting (if any, which is not even alleged), it would not be quorate because under the AA, if the Company has more than one member, the quorum for all general meetings shall be two members personally present or by proxy.

34.  Fourth, there is cogent evidence by P and Mr Au that P had never resigned as a director or company secretary of the Company. Nor had any resolution been passed to have given effect to the same.

35.  Fifth, Mr Chow is registered member of 40% shareholding in the Company, whereas P and Mr Au altogether are registered members of 60% shareholding in the Company. Therefore, even if a general meeting were convened and held, Mr Chow simply would not have sufficient voting rights to secure the passing of an ordinary resolution in his favour. Further, unless either P or Mr Au attends such general meeting, there will not be sufficient quorum for the meeting.

36.  Against the above backdrop, I understand from Mr Chow that his main grounds of opposition are as follows:

(a)  Mr Au had been suspended of directorship duties at the time of the 2023 Removal as he had not provided evidence that he was not under the influence of narcotics, and he was involved in another civil case concerning some “sham documents” and a criminal investigation;

(b)  P has resigned from directorship since 27 August 2021; and

(c)  Mr Chow is a majority shareholder with 70% shareholding of the Company as a result of the Alleged Sale.

37.  At the outset, I must point out that even if any of the above grounds is made out, it cannot alter the fact that there has been no special notice, general meeting and ordinary resolution passed for the alleged removal of P and appointment of Mr Chow on 29 July 2024. As such, these grounds could hardly assist Mr Chow to substantiate the validity and correctness of the 2024 1^st ND2A. Moreover, to the extent that these grounds relate to the validity of the 2023 Removal or the Alleged Sale, it is not strictly necessary for the Court to determine the same here. Subject to such caveat, there are apparently little merits in these grounds, although I need not express a final view here.

38.  On the first ground, there are vague (if not bare) assertions by Mr Chow without any adequate documentary evidence in support. Such assertions are denied by Mr Au’s Affirmation. Mr Chow simply has not provided the Court with sufficient evidential basis to begin with.

39.  It is also not clear what Mr Chow means by reference to alleged suspension of directorship duties. As pointed out by Ms Yu, even assuming what Mr Chow said was true, suspension of duties is not one of the reasons where the office of a director would be deemed to be vacated as provided under Article 12 of the AA.

40.  As regards the alleged involvement in another civil case regarding “sham documents” and a criminal investigation, I fail to see how they are relevant to the Company or would affect Mr Au’s directorship, not to mention the complete lack of particulars and evidence in support.

41.  Fundamentally, even if Mr Au could not exercise his power as director, one must not forget that the 2023 Removal was pursuant to an ordinary resolution passed in the 2023 GM. There is no suggestion that Mr Chow’s complaints have anything to do with Mr Au’s capacity as a shareholder and insofar as there are any irregularities at the board level, that could potentially by cured by the “irregularity principle” given the majority shareholding of P and Mr Au.

42.  On the second ground, Ms Yu has drawn my attention to the 2023 AR which post-dates P’s alleged resignation on 27 August 2021. The 2023 AR was signed and submitted by Mr Chow, and states unequivocally that both P and Mr Au were directors of the Company as at May 2023. In any case, the email dated 25 August 2021 relied upon by Mr Chow is, at best, equivocal. In that email, P stated that “I already resigned all duties in Miron Concept Ltd and will not handle your account anymore”. It is not clear whether such duties relate only to the day to day business, or whether they also extend to directorship. Moreover, P has said in his Affirmation in reply that the reason he said so in the email was because he did not want to handle that particular customer at that time. On the face of it, such explanation cannot be lightly dismissed as incredible.

43.  On the third ground, Ms Yu has drawn my attention to a letter dated 23 May 2023 sent by P’s then solicitors to Mr Chow. Such letter accepted there was an agreement in or about May 2022 whereby P agreed to sell 3,000 ordinary shares of the Company to Mr Chow at the consideration of HK$3,000 subject to two conditions precedents and P has signed Instrument of Transfer and Bought and Sold Note in escrow, but contended that the conditions precedents were not fulfilled and that Mr Chow acted in breach by failing to pay the consideration of HK$3,000. Therefore, to say the least, there is a dispute between P and Mr Chow as to the enforceability of the Alleged Sale. Yet, there is no evidence of any reply from Mr Chow responding to the same. Indeed, Mr Chow has not brought any proceedings for specific performance, or otherwise to compel the Company to approve and register the transfer of shares. As P remains as registered member holding 30% shareholding in the Company and in the absence of any proceedings taken out by Mr Chow, it is difficult to see how this may somehow vitiate the validity of the 2023 Removal.

44.  At the end of the day, I accept Ms Yu’s submissions that, after all, insofar as the 2024 1^st ND2A is concerned, what remains undisputed is that Mr Chow has failed to provide any documentary record and/or proof to suggest that P had been removed as a director and company secretary whereas Mr Chow had been re-appointed as the same by way of any valid resolution passed at a general meeting of the Company.

45.  It follows that P has never been validly removed as director and company secretary on 29 July 2024, and Mr Chow has never been appointed as director and company secretary in place of P on the same day. Indeed, Mr Chow also has no authority or capacity to file the 2024 1^st ND2A given that he was not a director or company secretary at that time.

46.  In the premises, I find that the 2024 1^st ND2A contains information that is itself incorrect and was derived from an act that is done without the Company’s authority. Section 42(1) CO is therefore satisfied.

47.  I further accept that the existence of the 2024 1^st ND2A would confuse those third parties dealing with the Company as to who is actually the director and company secretary. As such, the presence of the 2024 1^st ND2A would cause material damage to the Company unless removed, and the interests of the Company to remove the same certainly outweigh such of other persons (who should not have legitimate interest to access the incorrect information on it). Section 42(4) CO is therefore satisfied too.

D2.  2024 NSCI

48.  As observed by the Registrar, the 2024 NSCI contains discrepancy as to the amount unpaid or regarded as unpaid on each share. However, such discrepancy alone is not sufficient for P’s purpose as this may mean that the document need only be rectified.

49.  Nevertheless, in my view, there are ample reasons in support of P’s case.

50.  First of all, there is no evidence that the Company’s Board of Directors has approved the alleged allotment of 30,000 shares to Mr Chow. This is a fortiori the case given that Mr Chow has not been validly re-appointed as a director of the Company.

51.  Second, there is also no evidence of any general meeting or resolution passed for the alleged allotment of 30,000 shares to Mr Chow.

52.  Third, it is plainly objectionable for 30,000 new shares to be unilaterally allotted to Mr Chow, which would dilute the shareholding of P and Mr Au. On the face of it, this is plainly unfairly prejudicial to their interest, and would also constitute a breach of fiduciary duties had Mr Chow been a director of the Company.

53.  For all these reasons, I accept that there is no evidence of the Company’s agreement to allot the new shares, and there simply cannot be valid and legal allotment of such new shares. Accordingly, I find that the 2024 NSC1 has been made without the authority of the Company, and the information contained therein is factually inaccurate. As such, it is also null, void and of no legal effect.

D3.  The 2024 2^nd ND2A

54.  The nature of the 2024 2^nd ND2A is similar to that of the 2024 1^st ND2A. Both involve the purported removal of a director and the purported appointment of another director in place of the former.

55.  Again, there is no evidence that there has been any special notice, general meeting and ordinary resolution passed for the purported removal of Mr Au as director and the purported appointment of Mr Yu as director in place of Mr Au. This is compounded by the omission of the 2024 2^nd ND2A to state the date of appointment of Mr Yu, as a result of which it is withheld from registration by the Registrar.

56.  For reasons similar to those set out in relation to the 2024 1^st ND2A, I find that the 2024 2^nd ND2A contains information that is factually inaccurate, it was filed without the authority of the Company, and the relevant requirements under section 42 CO are satisfied. As such, the 2^nd ND2A must also be declared null, void and of no legal effect.

57.  All in all, I agree it is just and necessary for the Court to make declarations to the effect that the Disputed Documents are all null, void and of no legal effect. Further, for the 2024 1^st ND2A, given the satisfaction of section 42(4) CO, it should also be ordered to be removed from the CR.

D4.  Injunction against Mr Chow

58.  As mentioned above, the relevant test is whether the injury to be inflicted by the wrongdoer would be of such a character that the claimant could not practically be compensated in damages: Cheer Holding Ltd v Cheung Kin Wah [2018] HKCFI 404 at §58.

59.  It is clear from the evidence that Mr Chow has purported to act as a director of the Company by the following acts:

(a)  purported allotment of new shares to himself;

(b)  purported appointment of Mr Yu as director;

(c)  purported signing and submission of the Disputed Documents as a director of the Company.

60.  At the hearing, Mr Chow clarified that he has to remain as a director of the Company for two reasons:

(a)  to approve and register the transfer of shares from P to himself;

(b)  to appear as witness in the criminal investigation.

61.  In relation to the second reason, I have discussed with Mr Chow at the hearing that, on the face of it, it does not seem right to suggest that he could only act as a witness in the criminal investigation if he remains as a director of the Company, but Mr Chow was adamant that he was so informed by the police.

62.  Be that as it may, I accept that in view of Mr Chow’s indications, he did intend to act as director at least for the above reasons in the absence of any injunctive relief. In my view, if Mr Chow is keen to act as a director, he would have to consider taking out proceedings to challenge the validity of the 2023 Removal. Further or alternatively, insofar as the Alleged Sale is concerned, Mr Chow is not without recourse as he could also consider taking out appropriate proceedings for specific enforcement of the Alleged Sale. If the Company refused to approve or register any valid transfer of shares, he could also apply to the Court. Since Mr Chow is not without other remedies, and on the basis that he is not a director of the Company but is keen to claim that he is, I agree that there is a need for the grant of the injunction to restrain him from claiming to be a director, unless there is a further court order (e.g. if Mr Chow does take out proper proceedings and obtains any further order) or he is validly appointed as director. Otherwise, given the history of acts which Mr Chow has purportedly carried out, I agree that in the absence of injunction, the injury to be inflicted by Mr Chow would be of such a character that the Company could not practically be compensated in damages.

63.  I also agree that, given that Mr Chow is at present not a director of the Company and there are no extant legal proceedings taken out by him to challenge the 2023 Removal, the injunction is unlikely to cause material harm or prejudice to him, and the balance of convenience would substantially favour the grant of the injunction. This is particularly the case given Ms Yu’s formulation to the injunction order with an exception, namely if Mr Chow is validly appointed as director, and also Ms Yu’s acceptance that the injunction should be subject to any further order of the Court.

E.  CONCLUSION

64.  For all these reasons, I find in favour of P against Mr Chow. Having heard the parties’ submissions on costs at the hearing, I am of the view that costs should follow event. Accordingly, I order as follows:

1.  The 2024 1^st ND2A, 2024 NSC1 and the 2024 2^nd ND2A be declared to be null and void and of no legal effect;

2.  The 2024 1^st ND2A be removed from the Companies Register;

3.  There be an injunction until any further order of the Court (whether in this action or other proceedings) restraining Mr Chow from:-

(a)  Claiming to be a director of the company unless otherwise validly appointed; and

(b)  Filing any document and/or submission for the company at the Company Registry unless authorised by the Board of Directors;

4.  A copy of this order shall be served on the Registrar of Companies;

5.  Costs of the Originating Summons and of the hearing be paid by Mr Chow to P with certificate for counsel forthwith, by way of gross sum assessment. For such purpose:

(a)  P should lodge with Court and serve on Mr Chow a statement of costs within 7 days of the date of this Judgment;

(b)  Mr Chow should lodge with Court and serve on P a list of objections within 7 days thereafter.

65.  It remains for this Court to thank Ms Yu for the Plaintiff and Mr Chow himself for their assistance to the Court.